Nexa Resources S.A. SEC Filings

Nexa Resources S.A. reports that it is aware of ongoing negotiations between its controlling shareholder Votorantim S.A. and Boliden AB regarding Votorantim’s interest in Nexa. The company expects to hold discussions with Boliden about a potential transaction that could affect Nexa but stresses there is no certainty any deal will be reached or what terms or timing might apply.

Nexa, a large-scale integrated polymetallic producer focused on zinc, highlights its long history operating mines and smelters in Peru and Brazil. The company states it will not provide further updates on the possible transaction unless additional disclosure becomes appropriate or legally required and includes an extensive cautionary note on forward-looking statements and related risks.

Nexa Resources S.A. reported shareholder voting results from its 2026 Annual and Extraordinary General Meetings held in Luxembourg. At the AGM, shareholders strongly supported the company’s annual accounts, consolidated financial statements, a share premium distribution, discharge and remuneration of the board, and the reappointment of PwC as auditor, with approval levels near or above 99% of votes cast.

Most board members standing for reelection received high backing, generally above 93% of votes cast, indicating broad support for the existing governance structure. At the EGM, shareholders approved authorizing the board to increase share capital and to raise the company’s authorized share capital to USD 800,000,000, each with over 92% of votes cast in favor. However, a related proposal to allow the board to limit or cancel preferential rights attracted very low support, with most votes cast against it, signaling shareholder resistance to reducing existing shareholders’ participation rights in future issuances.

Nexa Resources S.A. reported the results of its Annual and Extraordinary General Meetings, where shareholders approved all proposed resolutions except one related to limiting or canceling preferential rights on share issuances. A total of 93,445,211 shares were voted, representing 70.56% of votes attached to outstanding shares.

The meetings approved the 2025 annual accounts and consolidated financial statements, re-elected all nominated board members, confirmed board remuneration, and appointed PricewaterhouseCoopers LLP as statutory auditor. Shareholders also approved a share premium reimbursement of approximately US$17.5 million, equal to about US$0.132136 per common share, payable on August 11, 2026 to shareholders of record as of July 28, 2026.

Nexa Resources S.A. reports that operations at its Cajamarquilla zinc smelter in Peru are gradually resuming after an incident on May 13, 2026. Electrolysis lines are fully running, one casting line is producing zinc bars, and the company expects the remaining two casting lines to restart, with the final line targeted by mid-June.

Nexa estimates a 2Q26 production impact of about 7kt of refined zinc, roughly 2% of planned annual production, which it expects to recover in the second half of 2026. Full-year 2026 sales guidance remains unchanged, and the company does not currently anticipate a material financial impact from the incident, though the cause is still under investigation.

Nexa Resources S.A. filed an initial insider ownership report (Form 3) for Vanessa Aita, who serves as Commercial Officer. The filing lists her as an executive officer but does not include any reported transactions or derivative positions, indicating this is a baseline disclosure of her status as a reporting person.

Nexa Resources S.A. is convening its 2026 Annual and Extraordinary General Meetings for June 25, 2026 in Luxembourg, with May 7, 2026 as the record date. Shareholders are asked to approve the 2025 annual accounts, allocate results, grant discharge to directors, reelect nine directors until the 2028 meeting, ratify approximately US$2,300,000 of 2025 board pay and set US$2,310,000 for 2026, and reappoint PricewaterhouseCoopers as statutory auditor through the 2026 accounts. At the Extraordinary Meeting, the board seeks to renew its authority to increase share capital, raise authorized share capital from US$231,942,819 to US$800,000,000, and allow limitation or cancellation of shareholders’ preferential subscription rights, alongside governance-focused amendments to the articles.

Nexa Resources S.A. filed a Form 6-K to report a temporary suspension of operations at its Cajamarquilla zinc smelter in Peru after a fire incident. The fire has been contained and affected areas were evacuated using internal emergency response teams.

There were no fatalities. Four people were injured – one Nexa employee and three contractors – and all are reported in stable condition. Portions of the smelter infrastructure were damaged, and the company is working with relevant authorities while investigating the cause and assessing when operations can resume.

Based on information available at this time, Nexa states that it does not anticipate a material impact from this incident. Cajamarquilla is described as the largest zinc smelter in the Americas and is part of Nexa’s integrated network of five polymetallic mines and three zinc smelters in Peru and Brazil.

Nexa Resources S.A. filed a Form 6-K as a foreign private issuer, mainly to furnish CEO and CFO certification documents related to its first quarter 2026 disclosures. The filing includes full certification forms signed on May 6, 2026 by President and CEO Ignacio Rosado and Senior Vice President of Finance and Group CFO José Carlos del Valle.

The company explains that it relies on an exemption under Part 4 of National Instrument 71-102 for foreign issuers, so references to “interim MD&A” in these certifications instead refer to Nexa’s Earnings Release dated May 6, 2026. This filing is therefore an administrative step confirming management’s responsibility for the accuracy of those interim disclosure materials.

Nexa Resources S.A. reported a much stronger first quarter of 2026, with net revenues of US$888 million, up 42% year-over-year, and net income rising to US$118 million. Adjusted EBITDA more than doubled year-over-year to US$283 million, delivering a margin of 31.8% as higher metal prices, especially silver and zinc, and increased smelting volumes lifted profitability.

Operating cash flow before working capital reached US$308 million, though seasonal working capital outflows drove free cash flow to US$(126) million. Even so, net debt/LTM Adjusted EBITDA improved to 1.59x, and total liquidity stood at US$396 million in cash and investments, or US$716 million including an undrawn revolving credit facility. Zinc mine production rose 18% year-over-year to 79 kt, while smelting zinc sales increased 13% to 147 kt, supported by record zinc output at Aripuanã and ongoing recovery at Brazilian smelters. Management reaffirmed 2026 guidance for production, costs, and CapEx.